REGISTERED NUMBER: 02270075 (England and Wales)

Zyox Limited

Financial Statements

for the Year Ended 30 September 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

P Ligertwood

Ms I De LosAngeles Reveco

S Westhorpe

REGISTERED OFFICE:

Unit 2, Kenyon Forge

Kenyon Street

Birmingham

West Midlands

B18 6DH

REGISTERED NUMBER:

02270075 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

FIXED ASSETS

Tangible assets

4

16,013

19,735

Investments

5

16,161,071

249,809

Investment property

6

10,035,882

9,968,682

26,212,966

10,238,226

CURRENT ASSETS

Stocks

1,394,190

1,415,870

Debtors

7

5,338,514

17,111,544

Cash at bank and in hand

119,963

52,818

6,852,667

18,580,232

CREDITORS

Amounts falling due within one year

8

32,016,433

29,962,285

NET CURRENT LIABILITIES

(25,163,766

)

(11,382,053

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,049,200

(1,143,827

)

PROVISIONS FOR LIABILITIES

9

166,089

241,863

NET ASSETS/(LIABILITIES)

883,111

(1,385,690

)

CAPITAL AND RESERVES

Called up share capital

10

100

100

Revaluation reserve

790,685

790,685

Retained earnings

92,326

(2,176,475

)

SHAREHOLDERS' FUNDS

883,111

(1,385,690

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2026 and were signed on its behalf by:

S Westhorpe - Director

1.	STATUTORY INFORMATION

Zyox Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis which assumes that the company will continue to operate for the foreseeable future.

The directors have reasonable expectation that the company has adequate resources to continue operations for the foreseeable future. For this reason, together with the continued support of the directors, wider group and strong associates, they are continuing to adopt the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Zyox Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. Management are also required to exercise judgement in the process of applying the company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

In preparing these financial statements, the directors have made the following judgements:

- Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis based on an evaluation of the terms and conditions of the arrangements, and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

- A provision is recognised when the company has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a rate that reflects the time value of money and the risks specific to the liability.

- Whether a present obligation is probable or not requires judgement. The nature and type of risks for these provisions differ and management's judgement is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

- Sales ledger debt provisions. Management review debts on a case by case basis to highlight deviation from terms and therefore possible provision requirement.

- Investment property interim valuations - Management have extensive experience holding a significant portfolio of investment properties within a wider group, carrying out interim year end assessments of continued carrying value based on the market, future rental streams and general condition and demand in the area for type of property held. Any anticipated longer term movements are provided as necessary.

- Stock provisions. Monitored by management on an ongoing basis in line with market conditions, trends and significant movements, who use knowledge of the market and extensive experience gained over many years buying and selling within a niche market, backed up by external expert valuations where deemed significant. Provision is made for any items whose carrying value is deemed higher than longer term market conditions and demand would dictate.

- Depreciation and residual values. Management have reviewed the asset lives and associated residual values of all fixed asset classes and concluded that they are appropriate.

The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projects disposal values.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue

Revenue arises from operating leases on properties owned by the company and is accounted for on a straight line basis over the period commencing on the start date of the lease and ending on the end date of the lease. revenue excludes services charges and other costs directly recovered from the tenant.

Other income

Other income comprises amounts receivable for investment properties, shares and agricultural produce sold during the year.

Revenue from the sale of investment properties is recognised when the significant risks and rewards of ownership of the properties have passed over to the buyer, usually when legally binding contracts are exchanged. Revenue is therefore recognised when the legal title passes to the purchaser on completion.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

10%-25% on cost

Motor vehicles

-

10% on cost

Investments in subsidiaries

Investments in subsidiaries are measured at cost less any provision for impairment.

Other fixed asset investments, including investments in shares, are initially measured at transaction price and are subsequently measured at cost less any provision for impairment.

Investment property

Investment properties are held to earn rentals and/or for capital appreciation.

Investment properties are initially recognised at cost, including direct transaction costs. Investment properties are subsequently valued externally on an open market basis at the balance sheet date and recorded at valuation. Any surplus or deficit arising on revaluing investment properties is recognised in the statement of comprehensive income in the year it arises. Deferred tax is provided on these gains at the rate expected to apply when the property is sold.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is defined as:

Vehicles - the purchase cost of bringing each vehicle to its present location and condition.

Crops - direct costs of seed, fertiliser and farm contractors.

Net realisable value is based on estimated selling price, less any further costs expected to be incurred to completion and disposal.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2024 - 7 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

fittings

vehicles

Totals

£

£

£

COST

At 1 October 2024

154,440

72,726

227,166

Additions

1,448

-

1,448

At 30 September 2025

155,888

72,726

228,614

DEPRECIATION

At 1 October 2024

150,513

56,918

207,431

Charge for year

1,218

3,952

5,170

At 30 September 2025

151,731

60,870

212,601

NET BOOK VALUE

At 30 September 2025

4,157

11,856

16,013

At 30 September 2024

3,927

15,808

19,735

5.	FIXED ASSET INVESTMENTS

Shares in

group

Unlisted

undertakings

investments

Totals

£

£

£

COST

At 1 October 2024

249,809

-

249,809

Additions

-

15,911,264

15,911,264

Disposals

(2

)

-

(2

)

At 30 September 2025

249,807

15,911,264

16,161,071

NET BOOK VALUE

At 30 September 2025

249,807

15,911,264

16,161,071

At 30 September 2024

249,809

-

249,809

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Kenyon Forge Management Company Limited

Registered office: Unit 2, Kenyon Forge, Kenyon Street, Birmingham, West Midlands, B18 6DH

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

2025

2024

£

£

Aggregate capital and reserves

-

2

Following implementation of a wider group reorganisation plan in the year, the shares in Kenyon Forge Management Company Limited were acquired by Manxprop Limited.

Megabrokers Limited

Registered office: Unit 2, Kenyon Forge, Kenyon Street, Birmingham, West Midlands, B18 6DH

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

(242,677

)

(242,494

)

Loss for the year

(183

)

(500

)

Birmingham Swallow Investments Limited

Registered office: Unit 2, Kenyon Forge, Kenyon Street, Birmingham, West Midlands, B18 6DH

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

Following implementation of a wider group reorganisation plan in the year, the shares in Birmingham Swallow Investments Limited, previously indirectly held, were acquired directly by Zyox Limited. Shortly after the year-end a capital reduction was undertaken and a proposal to strike off the company initiated.

Kenyon Forge Limited

Registered office: Unit 2, Kenyon Forge, Kenyon Street, Birmingham, West Midlands, B18 6DH

Nature of business: Rental of investment properties

%

Class of shares:

holding

Ordinary

2025

2024

£

£

Aggregate capital and reserves

-

6,365,870

Profit for the year

-

175,420

Following implementation of a wider group reorganisation plan in the year, the shares in Kenyon Forge Limited, previously indirectly held, were acquired by Manxprop Limited.

Other Investments

During the year, the Company subscribed for redeemable preference shares in Kenyon Forge Limited, which are classified as other fixed asset investments.

6.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1 October 2024

9,968,682

Additions

67,200

At 30 September 2025

10,035,882

NET BOOK VALUE

At 30 September 2025

10,035,882

At 30 September 2024

9,968,682

The valuations were made at September 2025 by the directors who consider themselves to be sufficiently experienced to perform such valuations. The value of the investment properties is deemed to be unchanged from 2017 when the properties were valued by an external Chartered Surveyors, Benedicts Consultant Surveyors, Trevor Dawson, Mark Evans, Simons & Sons on an open market basis..

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

17,956

26,505

Amounts owed by group undertakings

-

12,683,477

Amounts owed by related parties

2,845,593

2,845,593

Other debtors

2,474,965

1,555,969

5,338,514

17,111,544

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

59,802

39,047

Taxation and social security

17,473

17,372

Other creditors

31,939,158

29,905,866

32,016,433

29,962,285

Other creditors include an amount of £31,671,183 (2024: £29,610,080) repayable on demand. Interest is payable at 2.25% above the base rate. Following the implementation of a wider group reorganisation plan during the year, the interest terms were renegotiated and now carry a fixed rate of 2%.

9.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

(7,506

)

(7,309

)

Tax losses carried forward

(128,960

)

(53,383

)

Other timing differences

302,555

302,555

166,089

241,863

Deferred

tax

£

Balance at 1 October 2024

241,863

Credit to Income Statement during year

(75,774

)

Balance at 30 September 2025

166,089

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Stephen Butler (Senior Statutory Auditor)

for and on behalf of TC Group

12.	RELATED PARTY DISCLOSURES

During the year, the company entered into material transactions with group undertakings, including:

- the dissolution of a partnership and the transfer of underlying assets to the company;

- the receipt of dividend income from a subsidiary undertaking; and

- the subscription for redeemable preference shares in Kenyon Forge Limited in settlement of amounts owed.

These transactions were undertaken as part of a group reorganisation and were carried out at book value.

At the year end, balances with group undertakings are included within debtors and creditors as appropriate.

At the year end the following amounts were owed to directors of the company:

Mr P Ligertwood £4,687 (2024: £40,297)

Mrs I Reveco £250,000 (2024: £250,000)

The loan from P Ligertwood is non interest bearing and repayable on demand with no fixed repayment terms.

The loan from I Reveco is non interest bearing and repayable on demand with no fixed repayment terms.

At the year end amounts were owed to the company by Kenyon Forge Limited, a company in which

S Westhorpe is a director and in which P Ligertwood has control, totalling £nil (2024: £12,412,050). Amounts were cleared by the issue of redeemable preference shares in Kenyon Forge Limited.

At the year end amounts were owed to the company by Manxprop Limited, a company in which P Ligertwood and S Westhorpe are directors and in which P Ligertwood has control, totalling £18,373 (2024: £7,760). The amount is repayable on demand and is non interest bearing.

At the year end amounts were owed to the company by TVCO Limited, a company in which P Ligertwood and S Westhorpe are directors and in which P Ligertwood has control, totalling £nil (2024: £15,000).

At the year end amounts were owed to the company by Megabrokers Limited, a company under common control, totalling £249,201 (2024: £248,667). The amount is repayable on demand and is non interest bearing.

At the year end an outstanding loan balance of £2,845,593 (2024: £2,845,593) was owed to the company from Manx Welshpool Holdings Limited, a company in which P Ligertwood is the ultimate controlling party. The loan carries interest at a rate of 6.5%.

At the year end amounts were owed to Manxfina totalling £31,671,183 (2024: £29,610,080), a company in which P Ligertwood and S Westhorpe are trustees of its controlling Trust. The loan is repayable on demand and, prior to the implementation of the wider group reorganisation plan, carried interest at a rate of 2.25% above the base rate. Following the reorganisation, the loan carries a fixed interest rate of 2%.

13.	ULTIMATE CONTROLLING PARTY

During the year, following implementation of a wider group reorganisation programme, the company left the group headed by Manxprop Limited, a company incorporated in England & Wales, and is now 100% owned by The Peter Ligertwood Manx Trust, a trust established in England..